Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


Pursuant to our amended and restated memorandum
and articles of association we are authorized to issue 500,000,000 Class A ordinary shares, par value $0.0001 each, 50,000,000 Class B
ordinary shares, par value $0.0001 each, as well as 5,000,000 preference shares, par value $0.0001 each. The following description of
our units, Class A ordinary shares, and warrants is a summary and does not purport to be complete. It is subject to and qualified
in its entirety by reference to our amended and restated memorandum and articles of association, which is incorporated by reference as
an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Terms not otherwise defined herein shall have
the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Units


 


Each
unit consists of (i) one Class A ordinary share of the Company, par value $0.0001 per share, (ii) one-half of one detachable
redeemable warrant of the Company (the “detachable redeemable warrants”), and (iii) a contingent right to receive at
least one-fourth of one redeemable warrant following the initial business combination redemption time (the “distributable
redeemable warrants” and together with the detachable redeemable warrants, the “warrants”). Each whole warrant entitles
the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the Class A ordinary shares. This
means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half of
one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds two-halves of one
warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share.


 


The Class A ordinary
shares and warrants comprising the units began separate trading on January 21, 2022.


 


The contingent right to receive
distributable redeemable warrants will remain attached to the Class A ordinary shares sold in our IPO, will not be separately transferrable,
assignable or salable, and will not be evidenced by any form of certificate or instrument. Once our distributable redeemable warrants
are issued, such warrants will be fungible with our detachable redeemable warrants. The distributable redeemable warrants are expected
to be eligible for trading on the day that they are distributed, and will be fully fungible with and trade under the same stock symbol
as our detachable redeemable warrants.


 


Ordinary Shares


 


As of March 30, 2022,
a total of 28,750,000 ordinary shares were outstanding, including 23,000,000 Class A ordinary shares, $0.0001 par value per share,
and 5,750,000 Class B ordinary shares, $0.0001 par value per share.


 


Ordinary shareholders of record
are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as disclosed below, holders of Class A
ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of
our shareholders except as required by law. Unless specified in our amended and restated memorandum and articles of association, or as
required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of the holders of a majority
of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions
will require a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least
two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and pursuant to our amended and restated memorandum
and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving
a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors,
with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors.
However, only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or
in connection with the completion of our initial business combination, meaning that holders of Class A ordinary shares will not have
the right to appoint any directors until after the completion of our initial business combination. Our shareholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because our amended and restated
memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, if we were to enter into
a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A
ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination.


 






    


     


    

 


In accordance with NASDAQ
corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end
following our listing on the NASDAQ. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings
or appoint directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business
combination.


 


We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations
and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per
share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters of our IPO. Our sponsor, officers, directors and other initial shareholders have agreed to, pursuant to
written agreements with us, waive their redemption rights with respect to their founder shares and (other than with respect to the representative
of the underwriters of our IPO) public shares in connection with the completion of our initial business combination. Unlike many special
purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations
and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is
not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other
legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same
financial and other information about our initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for
business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete
our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of the
holders of a majority of our ordinary shares represented in person or by proxy and entitled to vote thereon who attend and vote at a general
meeting of the company. However, the participation of our sponsor, founder, officers, directors, advisors or their affiliates in privately-negotiated
transactions, if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote,
or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated
memorandum and articles of association require that at least five days’ notice will be given of any general meeting.


 


If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without
our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their
influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect
to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number
of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially
at a loss.


 


If we seek shareholder approval
in connection with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and
any public shares purchased during or after our IPO (including in open market and privately-negotiated transactions) in favor of our initial
business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 8,625,000, or 37.5%, of
the 23,000,000 public shares sold in our IPO to be voted in favor of an initial business combination in order to have our initial business
combination approved (assuming all issued and outstanding shares are voted); in the event the minimum number of shares are present for
a quorum, we would not need any public shares sold in our IPO to be voted in favor of a transaction in order to have our initial business
combination approved. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote
for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve
the proposed transaction.


 






    


     


    

 


If we do not complete our
initial business combination within the time period set out in our amended and restated memorandum and articles of association, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten
business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Our
sponsor, officers, directors, Centaury Management Ltd., and the representative of the underwriters of our IPO have agreed, pursuant to
written agreements with us, to waive their rights to liquidating distributions from the trust account with respect to their founder shares
if we fail to complete our initial business combination within the time period set out in our amended and restated memorandum and articles
of association. However, if our initial shareholders or management team acquire public shares in or after our IPO, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination
within the prescribed time period.


 


In the event of a liquidation,
dissolution or winding up of the Company after a business combination, our shareholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash
at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares,
upon the completion of our initial business combination, subject to the limitations and on the conditions described herein.


 


Founder Shares


 


The founder shares are designated
as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units
sold in our IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration
rights; (iii) our sponsor, officers, directors, Centaury Management Ltd., and the representative of the underwriters of our IPO have,
pursuant to written agreements with us, agreed to (A) waive their redemption rights with respect to their founder shares and (other
than in the case of the representative of the underwriters of our IPO) public shares in connection with the completion of our initial
business combination, (B) waive their redemption rights with respect to their founder shares and (other than in the case of the representative
of the underwriters of our IPO) public shares in connection with a shareholder vote to approve an amendment to our amended and restated
memorandum and articles of association (1) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination
within 15 months from the closing of our IPO (or up to 24 months as described in more detail in the Annual Report on Form 10-K, as
applicable) or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail
to complete our initial business combination within 15 months from the closing of our IPO (or up to 24 months as described in more detail
in the Annual Report on Form 10-K, as applicable), although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within such time period and (D) vote
any founder shares held by them and (other than in the case of the representative of the underwriters of our IPO) any public shares purchased
during or after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination,
(iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following
the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our articles
of association, and (v) only holders of Class B ordinary shares will have the right to appoint directors in any general meeting
held prior to or in connection with the completion of our initial business combination.


 


The founder shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares
issuable upon conversion of all founder shares, will equal, in the aggregate, 20% of the total number of Class A ordinary shares
outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders) including
the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business
combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary
shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor,
officers or directors upon conversion of working capital loans or time extension loans; provided that such conversion of founder shares
will never occur on a less than one-for-one basis.


 






    


     


    

 


With certain limited exceptions,
the founder shares are not transferable, assignable or salable (except to our officers, directors, our initial shareholders and other
persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of
(A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination,
the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, and (B) the date following the completion of our initial business combination on which we
complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to
exchange their Class A ordinary shares for cash, securities or other property.


 


Register of Members


 


Under Cayman Islands law,
we must keep a register of members (shareholders) and there will be entered therein:


 


		•	the names and addresses of the members, together with a statement of the shares held by each member and
such statement shall confirm (i) the amount paid or agreed to be considered as paid on the shares of each member, (ii) the number
and category of shares held by each member, and (iii) whether each relevant category of shares held by a member carries voting rights
under the articles of association of the company, and if so, whether such voting rights are conditional;
		•	the date on which the name of any person was entered on the register as a member; and
		•	the date on which any person ceased to be a member.



 


Under Cayman Islands law,
the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise
a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed
as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. The shareholders
recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain
limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members
reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained
by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application
for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares
may be subject to re-examination by a Cayman Islands court.


 


Preference Shares


 


Our amended and restated
memorandum and articles of association authorize 5,000,000 preference shares and provide that preference shares may be issued from time
to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors is able to, without shareholder approval, issue preference shares with voting and
other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover
effects. The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of existing management. We have no preference shares outstanding at the
date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future.


 


Contingent Right


 


We refer to the right attached
to each Class A ordinary share sold in our IPO to receive a distributable redeemable warrants as a contingent right. Whether any
distributable redeemable warrants are distributed in respect of a Class A ordinary share is contingent upon such Class A ordinary
share not being redeemed in connection with our initial business combination, and the number of distributable redeemable warrants to be
distributed in respect of each unredeemed Class A ordinary share upon such distribution is contingent upon the aggregate number of
Class A ordinary shares that are redeemed but in no event will be less than one-fourth of a distributable redeemable warrant per
Class A ordinary share that is not redeemed. The contingent right to receive distributable redeemable warrants remains attached to
our Class A ordinary share, is not separately transferable, assignable or salable, and is not evidenced by any form of certificate
or instrument.


 






    


     


    

 


Description of Warrants


 


Public Shareholders’ Warrants


 


Our warrants include our detachable redeemable
warrants and our distributable redeemable warrants. Each of our units includes one-half of one detachable redeemable warrant and the contingent
right to receive at least one-fourth of one redeemable warrant following the initial business combination redemption time under certain
circumstances and subject to adjustment as further described in the Annual Report on Form 10-K.


 


At the distribution time, we will effect a distribution
of a number of warrants equal to the Aggregate Warrant Amount on a pro-rata basis only to holders of record of Class A ordinary shares
issued in our IPO (whether such shares were acquired during or after our IPO) that remain outstanding after we redeem any Class A
ordinary shares that the holders thereof have elected to redeem in connection with our initial business combination. Public shareholders
who exercise their redemption rights are not entitled to receive any distribution of distributable redeemable warrants in respect of such
redeemed public shares. The distribution time will be immediately after the initial business combination redemption time and immediately
prior to the closing of our initial business combination.


 


Each whole redeemable warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time
commencing on the later of December 3, 2022 or 30 days after the completion of our initial business combination, provided in each
case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon
exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a
cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given
time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole warrants trade. Accordingly,
unless you purchase at least two units, you will not be able to receive or trade a whole detachable redeemable warrant. The number of
distributable redeemable warrants to be distributed in respect of each public share is contingent upon the aggregate number of public
shares that are redeemed in connection with our initial business combination but in no event will be less than one-fourth of a distributable
redeemable warrant per Class A ordinary share that is not redeemed. The warrants will expire five years after the completion of our
initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class A
ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be
exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary
share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are
not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may
have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement
is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for
the unit solely for the Class A ordinary share underlying such unit.


 


We have agreed that as soon as practicable, but
in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the redeemable warrants. We will use our commercially reasonable efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the redeemable warrants in accordance with the provisions of the warrant agreement. If a registration statement covering
the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the
closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and
during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A
ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of
public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and
in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such
warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the
product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value”
less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall
mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to
the date on which the notice of exercise is received by the warrant agent.


 






    


     


    

 


Redemptions of warrants when the price per Class A ordinary
share equals or exceeds $18.00


 


Once the warrants become exercisable, we may redeem
the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		•	in whole and not in part;
		•	at a price of $0.01 per warrant;
		•	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
		•	if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day
period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (which we refer
to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations,
recapitalizations and the like).



 


If and when the warrants become redeemable by us,
we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering
the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A
ordinary shares is available throughout the 30-day redemption period.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of
the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share dividends,
reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption
notice is issued.


 


Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00


 


Once the warrants become exercisable, we may redeem
the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		•	in whole and not in part;
		•	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based
on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below); and
		•	if, and only if, the Reference Value (as defined above under “Redemptions for warrants when the price per Class A ordinary
share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations,
recapitalizations and the like).



 


The numbers in the table below represent the number
of Class A ordinary shares that a warrant holder will receive upon exercise in connection with a redemption by us pursuant to this
redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption date
(assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on volume-weighted
average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice
of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration
date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later
than one business day after the 10-trading day period described above ends.


 


Pursuant to the warrant agreement, references
above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary
shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers
in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the
warrants if we are not the surviving entity following our initial business combination.


 






    


     


    

 


The share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is adjusted as set
forth in the first three paragraphs under the heading “—Anti-dilution Adjustments” below. The adjusted share prices
in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which
is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the
number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the
same manner and at the same time as the number of shares issuable upon exercise of a warrant.


 


	 	 	Fair Market Value of Class A Ordinary Shares	 
	Redemption Date (period to expiration of warrants)	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


The exact fair market value
and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table
or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each
warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower
fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example,
if the volume-weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months
until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277
Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set
forth in the table above, if the volume-weighted average price of our Class A ordinary shares as reported during the 10 trading days
immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such
time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise
their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable in connection
with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).


 


As stated above, we can redeem
the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50.
If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants,
this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen
to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price
higher than the exercise price of $11.50.


 






    


     


    

 


No fractional Class A
ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share,
we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time
of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement
(for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security.
At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving
company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of
the warrants.


 


Redemption
Procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such
holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8%
(as specified by the holder) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.


 


Anti-dilution
Adjustments. If the number of issued and outstanding Class A ordinary shares is increased by a capitalization or share
dividend payable in Class A ordinary shares, or by a split-up of ordinary shares or other similar event, then, on the effective date
of such capitalization or share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of
each warrant will be increased in proportion to such increase in the issued and outstanding ordinary shares. A rights offering to holders
of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value”
(as defined below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number
of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the
price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes,
(i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the
price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as
any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume-weighted
average price of Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first
date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights.


 


In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the
holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are
convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per
share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending
on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments
and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A
ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection
with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares
in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the
substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination within 15 months from the closing of our IPO (or up to 24 months,
as described in more detail in the Annual Report on Form 10K, as applicable) or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of
our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective
immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets
paid on each Class A ordinary share in respect of such event.


 


If the number of issued and
outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-division or reclassification
of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share
sub-division, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will
be decreased in proportion to such decrease in issued and outstanding Class A ordinary shares.


 


Whenever the number of Class A
ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted
by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the
number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the
denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.


 






    


     


    

 


In addition, if (x) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue
price or effective issue price to be determined in good faith by our board of directors and, (i) in the case of any such issuance
to our initial shareholders or their permitted transferees, without taking into account any founder shares held by our initial shareholders
or their permitted transferees, as applicable, prior to such issuance (the “Newly Issued Price”) and (ii) without taking
into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as a surrender to
us and subsequent reissuance by us) by the sponsor in connection with such issuance), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average
trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which
we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per Class A
ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals
or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the
Newly Issued Price, respectively.


 


In case of any reclassification
or reorganization of the issued and outstanding Class A ordinary shares (other than those described above or that solely affects
the par value of such Class A ordinary shares), or in the case of ny merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70%
of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A
ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly
exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as
specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose
of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during
the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of
the warrants.


 


The warrants have been issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to (i) cure any ambiguity
or correct any defective provision or add or change any other provisions with respect to matters or questions arising under the warrant
agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the holder
and (ii) to make any amendments that are necessary or desirable in our good faith determination (taking into account then existing
market precedents) to allow for the public warrants to be classified as equity in the our financial statements; provided that any such
amendments shall not materially and adversely affect the interest of the holders, but requires the approval by the holders of at least
50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. You should
review a copy of the warrant agreement is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part,
for a complete description of the terms and conditions applicable to the warrants.


 


The warrants may be exercised
upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form
on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their
warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each
holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.


 


Private Placement Warrants


 


The private placement warrants
(including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until
30 days after the completion of our initial business combination (except, among other limited exceptions as described under “Principal
Shareholders — Transfers of Founder Shares and Private Placement Warrants” in the prospectus of our IPO to our officers, directors,
other initial shareholders and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so long as
they are held by our sponsor, members of our sponsor or their permitted transferees. The sponsor or its permitted transferees, have the
option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have
terms and provisions that are identical to those of the warrants being sold as part of the units in our IPO. If the private placement
warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by
us and exercisable by the holders on the same basis as the warrants included in the units being sold in our IPO. The private placement
warrants are not redeemable by us if held by our sponsor or its permitted transferees.


 






    


     


    

 


Except as described under
 “Description of Securities—Warrants—Redemption of warrants when the price per Class A ordinary share equals or
exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise
price by surrendering his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing
(x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair
market value” of our Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market
value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10
trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The
reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its
permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination.
If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to
have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods
of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession
of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the Class A
ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could
be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants
on a cashless basis is appropriate.


 


In order to finance transaction
costs in connection with an intended initial business combination, our sponsor, or an affiliate of our sponsor or certain of our officers
and directors, may, but none of them is obligated to, loan us funds as may be required. If we complete our initial business combination,
we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such working capital loans may be convertible into
warrants at a price of $1.0 per warrant at the option of the lender. The warrants would be identical to the private placement warrants
issued to our sponsor.


 


In addition, in order to
finance the funding to the trust account to extend our time to complete an initial business combination as described in more detail in
this prospectus, our sponsor, or an affiliate of our sponsor or certain of our officers and directors, may, but none of them is obligated
to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds
of the trust account released to us. In the event that the Business Combination does not close, no proceeds from the trust account would
be used to repay such time extension funding loaned amounts. Up to $3,000,000 of such time extension loans may be convertible into warrants
at a price of $1.0 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to
our sponsor.


 


Dividends


 


We have not paid any cash
dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The
payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will
be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our
ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify
Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders,
directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in
that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental
Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind
to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies
in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied,
or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies
in the trust account or interest earned thereon.


 






    


     


    

 


Certain Differences in Corporate Law


 


Cayman Islands companies
are governed by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law statutory enactments,
and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences
between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and
their shareholders.


 


Mergers and Similar Arrangements.
In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman
Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).


 


Where the merger or consolidation
is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing
certain prescribed information. That plan of merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of at least two-thirds in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such
other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary
company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must
be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements
of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the
plan of merger or consolidation.


 


Where the merger or consolidation
involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands
exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements
set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents
of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been
filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that
no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign
company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement
has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended
or restricted.


 


Where the surviving company
is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration
to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that
the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud
unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign
company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the
transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the
laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign
company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the
relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger
or consolidation.


 


Where the above procedures
are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon
their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the
shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or
consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is
authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders,
the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within
20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention
to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following
the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger
or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a
written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the
company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder
such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following
the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands
Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders
with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court
has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon
the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate
fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available
in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized
stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed
are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.


 






    


     


    

 


Moreover, Cayman Islands
law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes
of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred
to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was
sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures
typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number
of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in
value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at
a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned
by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the
transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:


 


		•	we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory
provisions as to majority vote have been complied with;
		•	the shareholders have been fairly represented at the meeting in question;
	 	•	the arrangement is such as a businessman would reasonably approve; and
		•	the arrangement is not one that would more properly be sanctioned under some other provision of the Companies
Act or that would amount to a “fraud on the minority.”



 


If a scheme of arrangement
or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing
rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to
dissenting shareholders of United States corporations.


 


Squeeze-out
Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within
four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms
of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence
of fraud, bad faith, collusion or inequitable treatment of the shareholders.


 


Further, transactions similar
to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions,
such as a share capital exchange, asset acquisition or control, or through contractual arrangements, of an operating business.


 


Shareholders’
Suits. Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, is not aware of any reported class action having
been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts
have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty
owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both
on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a
court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:


 


		•	a company is acting, or proposing to act, illegally or beyond the scope of its authority;
		•	the act complained of, although not beyond the scope of the authority, could only be effected if duly
authorized by more than the number of votes which have actually been obtained; or
		•	those who control the company are perpetrating a “fraud on the minority.”



 


A shareholder may have a
direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.


 


Enforcement
of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides
less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United
States.


 






    


     


    

 


We have been advised by Maples
and Calder (Hong Kong) LLP, our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize
or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities
laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against
us predicated upon the ivil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands
of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a
foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court
imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For
a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must
not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable
on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public
policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands
Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.


 


Special
Considerations for Exempted Companies. We are an exempted company with limited liability (meaning our public shareholders have
no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares) under the Companies
Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the
Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements
for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:


 


		•	annual reporting requirements are minimal and consist mainly of a statement that the company has conducted
its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Act;
		•	an exempted company’s register of members is not open to inspection;
		•	an exempted company does not have to hold an annual general meeting;
		•	an exempted company may issue shares with no par value;
		•	an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings
are usually given for 20 years in the first instance);
		•	an exempted company may register by way of continuation in another jurisdiction and be deregistered in
the Cayman Islands;
		•	an exempted company may register as a limited duration company; and
		•	an exempted company may register as a segregated portfolio company.



 


Amended and Restated Memorandum and Articles
of Association


 


The Business Combination
Article of our amended and restated memorandum and articles of association contains provisions designed to provide certain rights
and protections relating to our IPO that will apply to us until the completion of our initial business combination. These provisions cannot
be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it
has been approved by either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association)
of a company’s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special
resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution
of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law),
or by a unanimous written resolution of all of our shareholders.


 


Our initial shareholders,
who will collectively beneficially own 20% of our ordinary shares upon the closing of our IPO (assuming they do not purchase any units
in our IPO) will participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion
to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provide, among other
things, that:


 


		•	If we anticipate that we may not be able to consummate our initial business combination within 15 months
from the consummation of our IPO, we may, but are not obligated to, if requested by our sponsor or its affiliates, extend the period of
time to consummate a business combination up to six times by an additional one month each time for a total of up to 21 months. In addition,
we will be entitled to an automatic three-month extension if we have filed a preliminary proxy statement, registration statement or similar
filing for an initial business combination during the 15-month period or Paid Extension Period, to complete a business combination. In
case of the Paid Extension Period or Automatic Extension Period, public shareholders will not be offered the opportunity to vote on or
redeem their shares if we choose to make any such paid extension or in connection with an automatic extension. For the avoidance of doubt,
no amounts need to be deposited into the trust account for the Automatic Extension Period.



 






    


     


    

 


		•	In order to avail ourselves of the Paid Extension Period to consummate our initial business combination,
our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust
account for each month extension $759,000 ($0.033 per share), on or prior to the date of the applicable deadline. Any such payments would
be made in the form of a loan.
		•	If we do not complete our initial business combination within 15 months from the closing of our IPO (or
up to 24 months as described above, as applicable), we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and
(iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law;
		•	Prior to our initial business combination, we may not issue additional securities that would entitle the
holders thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination;
		•	Although we do not intend to enter into a business combination with a target business that is affiliated
with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we,
or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA
or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view;
		•	If a shareholder vote on our initial business combination is not required by law and we do not decide
to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4
and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;
		•	We must complete one or more business combinations having an aggregate fair market value of at least 80%
of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the
trust account) at the time of the agreement to enter into the initial business combination;
		•	If our shareholders approve an amendment to our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or
to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our IPO
(or up to 24 months as described in more detail in the Annual Report on Form 10-K, as applicable) or (B) with respect to any
other material provisions relating to shareholders’ rights or pre-initial business combination activity, we will provide our public
shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares,
subject to the limitations and on the conditions described herein; and
		•	We will not effectuate our initial business combination with another blank check company or a similar
company with nominal operations.



 


In addition, our amended
and restated memorandum and articles of association provide we will not redeem our public shares in an amount that would cause our net
tangible assets to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans,
advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets requirement.


 


The Companies Act permits
a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution.
A company’s articles of association may specify that the approval of a higher majority is required but, provided the approval of
the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless
of whether its memorandum and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating
to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of association,
we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any
action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their
public shares.


 






    


     


    

 


Anti-Money Laundering—Cayman Islands


 


If any person resident in
the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct
or is involved with terrorism, terrorism financing or terrorist property and the information for that knowledge or suspicion came to their
attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required
to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of
Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police
officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (As Revised) of the Cayman
Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated
as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.


 


Cayman Islands Data Protection


 


We have certain duties under
the Data Protection Act (As Revised) of the Cayman Islands (the “DPA”) based on internationally accepted principles of data
privacy.


 


Privacy Notice Introduction


 


This privacy notice puts
our shareholders on notice that through your investment in the company you will provide us with certain personal information which constitutes
personal data within the meaning of the DPA (“personal data”).


 


In the following discussion,
the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.


 


Investor Data


 


We will collect, use, disclose,
retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during
the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to
conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only
transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information
security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss,
destruction or damage to the personal data.


 


In our use of this personal
data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers
who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the
purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.


 


We may also obtain personal
data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or
any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact
information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport
number, bank account details, source of funds details and details relating to the shareholder’s investment activity.


 


Who this Affects


 


If you are a natural person,
this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted
limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in
the Company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals
or otherwise advise them of its content.


 






    


     


    

 


How the Company May Use Your Personal
Data


 


The company, as the data
controller, may collect, store and use personal data for lawful purposes, including, in particular:


 


(i)             where
this is necessary for the performance of our rights and obligations under any purchase agreements;


 


(ii)            where
this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering
and FATCA/CRS requirements); and/or


 


(iii)           where
this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights
or freedoms.


 


Should we wish to use personal
data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.


 


Why We May Transfer Your Personal Data


 


In certain circumstances,
we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory
authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information
with foreign authorities, including tax authorities.


 


We anticipate disclosing
personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside
the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 


The Data Protection Measures We Take


 


Any transfer of personal
data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements
of the DPA.


 


We and our duly authorized
affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against
unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any
personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects
to whom the relevant personal data relates.


 


Certain Anti-Takeover Provisions of our Amended
and Restated Memorandum and Articles of Association


 


Our authorized but unissued
Class A ordinary shares and preference shares are available for future issuances without shareholder approval and could be utilized
for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.
The existence of authorized but unissued and unreserved Class A ordinary shares and preference shares could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Securities Eligible for Future Sale


 


As of March 30, 2022
we have 28,750,000 ordinary shares issued and outstanding on an as-converted basis. Of these shares, the Class A ordinary shares
sold in our IPO (23,000,000 Class A ordinary shares) are freely tradable without restriction or further registration under the Securities
Act except for any Class A ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities
Act. All of the outstanding founder shares (5,750,000 founder shares) and all of the outstanding private placement warrants (11,259,500
private placement warrants) are restricted securities under Rule 144, in that they were issued in private transactions not involving
a public offering.


 


Rule 144


 


Pursuant to Rule 144,
a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided
that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding,
a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and
have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as
we were required to file reports) preceding the sale.


 






    


     


    

 


Persons who have beneficially
owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three
months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month
period only a number of securities that does not exceed the greater of:


 


		•	1% of the total number of ordinary shares then issued and outstanding, which equal 287,500 shares as of
March 30, 2022; or
		•	the average weekly reported trading volume of the Class A ordinary shares during the four calendar
weeks preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales by our affiliates under
Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information
about us.


 


Restrictions on the Use of Rule 144 by
Shell Companies or Former Shell Companies


 


Rule 144 is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition
if the following conditions are met:


 


		•	the issuer of the securities that was formerly a shell company has ceased to be a shell company;
		•	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act;
		•	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as
applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other
than Current Reports on Form 8-K; and
		•	at least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.



 


As a result, our initial
shareholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without
registration one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the (i) founder
shares, which were issued in a private placement prior to the closing of our IPO, (ii) private placement warrants, which were issued
in a private placement simultaneously with the closing of our IPO and the Class A ordinary shares underlying such private placement
warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans and loans made to extend
our time period for consummating an initial business combination will have registration rights to require us to register a sale of any
of our securities held by them pursuant to a registration rights agreement signed on November 30, 2021. Pursuant to the registration
rights agreement and assuming $1,500,000 of working capital loans and $3,000,000 of time extension funding loans are converted into private
placement warrants, we will be obligated to register up to 21,509,500 Class A ordinary shares and 15,759,500 warrants. The number
of Class A ordinary shares includes (i) 5,750,000 Class A ordinary shares to be issued upon conversion of the founder shares,
(ii) 11,259,500 Class A ordinary shares underlying the private placement warrants, (iii) 1,500,000 Class A ordinary
shares underlying the private placement warrants to be issued upon conversion of working capital loans and (iv) 3,000,000 Class A
ordinary shares underlying the private placement warrants to be issued upon conversion of time extension funding loans. The number of
warrants includes (i) 11,259,500 private placement warrants, (ii) 1,500,000 private placement warrants to be issued upon conversion
of working capital loans and (iii) 3,000,000 private placement warrants to be issued upon conversion of time extension funding loans.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination. Notwithstanding the foregoing, the representative may not exercise its demand and
 “piggyback” registration rights after five (5) and seven (7) years after November 30, 2021 and may not exercise
demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


We have listed our units,
Class A ordinary shares and redeemable warrants on the NASDAQ under the symbols “TLGYU,” “TLGY” and “TLGYW,”
respectively. The Class A ordinary shares and warrants constituting the units began separate trading on January 21, 2022. The
units will automatically separate into their component parts and will not be traded following the completion of our initial business combination.